Common use of Costs and Prorations Clause in Contracts

Costs and Prorations. (a) At Closing, the Parties shall prorate, without duplication, as of the Closing Date, the following with respect to the Assets: (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits applicable to the operation of the Assets covering periods prior to and after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, and Purchaser shall be credited, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Parties. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. 7.1. Following the Effective Date, as between New Operator and Licensee, revenues (ato the extent that such revenues are not included in Licensee A/R and prorated in accordance with Section 6 above) At Closingand expenses, utility charges for the Parties billing period in which the Effective Date occurs, prepaid expenses (including, but not limited to, transferable business licenses in effect for a period which extends beyond the Effective Date) and other related expense items attributable to the Facility shall prorate, without duplication, be prorated between Licensee and New Operator as of the Closing Effective Date, the following . Licensee’s obligation with respect to the Assets: (i) Solely payment of real and personal property taxes that relate to the period prior to the Effective Date shall, prior to the Effective Date, be as set forth in the Lease and, from and after the Effective Date, shall be governed by the provisions of the LTA. In general, such prorations shall be made so that as between New Operator and Licensee, Licensee shall be reimbursed for prepaid expense items to the extent (a) payable by that the Company same are applied to expenses attributable to periods after the Effective Date and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect Licensee shall be charged for unpaid expenses to the Assets on a daily basis based upon extent that the fiscal year of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits applicable same are attributable to periods prior to the operation Effective Date. This provision shall be implemented by New Operator remitting to Licensee any invoices (or the applicable portion thereof in the case of the Assets covering invoices which cover periods both prior to and after the Closing Effective Date, including all utilities (including gas, water and electricity). The Company shall pay, ) which describe goods or cause to be paid, prior services provided to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to Facility before the Closing Date, Effective Date and Purchaser shall be credited, and Seller shall be debited, with an amount equal to all utility charges by New Operator assuming responsibility for the period from the last day covered by payment of any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months invoices (or portions thereof) preceding the Closing, which describe goods or services provided to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental Facility on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Effective Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that notwithstanding any provision of this Agreement to the contrary, any and all deposits paid by Licensee with respect to the Facility, including without limitation any and all utility deposits paid to, and/or cash or other collateral held by, any utility, insurance company or surety shall remain the sole and exclusive property of Licensee and New Operator shall have no right or interest therein or thereto. 7.2. All such adjustments will prorations shall be made on the basis of actual days elapsed in the relevant accounting period and shall be based on the most recent information available to Licensee and/or New Operator. Utility charges which are not metered or read on the Effective Date shall be estimated based on prior charges, and shall be re-prorated upon receipt of statements therefor as of the Effective Date. Insurance premiums and payments shall not be pro-rated and New Operator shall obtain its own insurance coverage covering all periods commencing on and after the Closing Statement becomes final pursuant to Section 1.4(c)Effective Date. (c) As soon as practicable 7.3. All amounts which are subject to proration under the terms of this Agreement and which require adjustment after the Closing Effective Date shall be settled within thirty (but in any event within ninety (9030) days after the Closing)Effective Date or, Seller shall deliver a final Closing Statement in the event the information necessary for such adjustment is not available within said thirty (30) day period, then within ten (10) business days of receipt of information by either party necessary to settle the “Final Closing Statement”) amounts subject to Purchaserproration, which Final Closing Statement shall and, unless otherwise set forth herein, any payment owed shall be made within fifteen (among 15) days of a party’s receipt of a request for payment. In the other information described aboveevent of a disagreement regarding any item(s) (or the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountantsany item(s)) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party proration under the terms of this Agreement, New Operator and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and Licensee shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt negotiate in good faith to resolve Purchaser’s objectionsany such disagreement within ten (10) days after either party articulates to the other a basis for disagreement. If Purchaser and Seller the parties are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period(10) days, then the parties shall appoint an Independent Accounting Firm, which shall review the items then subject to disagreement and determine the appropriate proration within thirty (30) days after such appointment. The parties agree to cooperate with the Independent Accounting Firm and provide it with such information as it reasonably requests to enable it to make such determination. The determination by the Independent Accounting Firm with respect to each item in dispute shall be an accounting or valuation firm of national standing appointed conclusive and binding on the parties hereto. All fees and expenses billed by the American Arbitration Association Independent Accounting Firm in connection with the resolution of disputes under this section shall be borne one-half by New YorkOperator and one-half by Licensee. 7.4. On the Effective Date, Licensee shall remove from the Facility any pxxxx cash and any other funds maintained at or for the Facility immediately prior to the Effective Date, other than resident trust funds, which shall be handled in the manner set forth in Section 3. 7.5. This Agreement shall not affect, and Licensee shall retain, whatever right, title and interest it may have in and to any insurance proceeds or condemnation awards which may be due and owing to Licensee under the Lease, prior to the Effective Date, or under the LTA, from and after the Effective Date, as a result of any covered incidents of damage or destruction to, or takings of, the Facility or any part thereof occurring prior to the Effective Date even if the same are not paid until after the Effective Date. In furtherance of the foregoing, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that Operator agrees (i) each Party shall upon reasonable advance notice and during normal business hours to provide such access to the other Party with Facility as may be required by Licensee or any third party adjuster or representative of a copy of all materials provided to, and communications with, the Accounting Firm, condemning authority to settle any such insurance claims/condemnation proceedings and (ii) no Party in the event any such insurance proceeds or condemnation awards are directed to New Operator or the Facility rather than to Licensee, to hold such insurance proceeds/condemnation awards in trust for Licensee and to remit the same to Licensee in the form received, without offset or deduction of any kind, within ten (or 10) days after receipt thereof. 7.6. In addition to any of its Affiliatescosts for which New Operator is responsible under Section 1 hereof, advisors or representatives) New Operator shall engage be solely responsible for all costs, fees and expenses incurred by it in any ex parte communication connection with the Accounting Firm at any time with respect transfer of operations of the Facility as contemplated hereunder, including but not limited to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution cost of any training of the Unresolved Items by Facility’s employees which it may elect to undertake with the Accounting Firm approval of Licensee, which approval shall not be final and bindingunreasonably withheld provided such training is conducted in a manner which does not disrupt the operation of the Facility prior to the Effective Date, and the determination cost of any due diligence that it undertakes in furtherance of such transfer of operations, including but not limited to, the costs of any examination or copying by New Operator or its agents of any books, records, patient files or other operational or fiscal information and data of any kind of Licensee or the Facility. In furtherance and not in limitation of the Accounting Firm foregoing, in the event that in the process of any such employee training and/or due diligence examinations Licensee shall constitute an arbitral award that is finalincur any out of pocket costs or expenses related to the use of its employees, binding and non-appealable and upon which equipment and/or the provision of any such information, New Operator shall, within ten (10) days after a judgment may be entered written demand therefor accompanied by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own reasonably detailed supporting documentation, reimburse Licensee for all reasonable out of pocket costs and expenses so incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partiesit. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At ClosingPurchaser shall pay one half (1/2) of its title insurance premium for the Title Policy (defined below), one half (1/2) of any escrow charges, the Parties costs of any Survey obtained by Purchaser pursuant to Section 9 hereof, and the costs of any Phase I environmental report obtained by Purchaser. Seller shall proratepay for preparation of the deed of transfer, without duplicationall transfer taxes, document stamps and recording costs applicable to the deed of transfer, one half (1/2) of the premium for Purchaser’s Title Policy, one half (1/2) of any escrow charges, and any costs of production of the title search or abstract for the Property. Purchaser shall pay all expenses incident to any financing obtained for the purchase of the Property. All other closing costs shall be borne in accordance with the custom in Ventura County, California. (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items rents and deposits applicable to the operation of the Assets covering periods prior to and after the Closing Dateother tenant charges, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Dateutilities, and Purchaser shall be credited, and Seller shall be debited, with an amount equal to all utility charges operating expenses for the Property for the calendar month (or other applicable period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits tenant charges are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (bpaid monthly) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available informationoccurs, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c)subsection 6(c) below. (c) As soon as practicable Nondelinquent rent collected by Seller after Closing attributable to periods from and after Closing shall be promptly remitted to Purchaser. Delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered by the recipient as follows: Within fifteen (but in any event within ninety (9015) days after the Closing)receipt thereof, Seller and Purchaser agree that all rent received by Seller or Purchaser shall deliver a final Closing Statement (the “Final Closing Statement”) be applied first to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith)then current rents, and shall otherwise cooperate reasonably then to delinquent rents for periods after Closing and in good faith with such other Party then to arrive at delinquent rents for periods prior to Closing. Seller retains the right to pursue tenants for payment of delinquent rent but may not seek to dispossess a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”)tenant, the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to terminate a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting lease or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under enforce a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partieslandlord lien. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At Closinga Prorations. All revenues, income, receiv- axxxx, costs, expenses and payables of the Parties Property shall prorate, without duplication, be apportioned equitably between the parties as of Closing on the Closing Datebasis of the actual number of days in a particular month, the following and with respect to the Assets: items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Solely to the extent (a) payable by the Company Monthly rents and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal property percentage rent and "passthroughs" of real estate taxes and current installments of special assessments levied operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits applicable to the operation of the Assets covering periods prior to and after the Closing Datecharges owed by occupancy tenants, including all utilities (including gas, water and electricity). The Company they shall pay, or cause to not be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, and prorated until received; Purchaser shall be credited, include such delinquencies in its normal billing and Seller shall be debited, with an amount equal to all utility charges for pursue the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or collection thereof in good faith after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, (but Purchaser shall not be credited, and Seller shall be debited, for Seller’s prorated share required to litigate or declare a default in any Tenant Lease). To the extent Purchaser receives amounts on account of such amount. For such amounts due Tenant Leases on or after the Closing Date, Seller agrees such payments shall be applied first toward then current rent owed to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to in connection with the extent funds applicable Tenant Lease for which such payments are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Datereceived, and Seller’s prorated share thereof, any excess monies received shall be estimated applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in good faith by extrapolating which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the advertising revenue for the period upon which the percentage right to pursue any remedy against any tenant owing delinquent rents are based by applying the average monthly revenue for the months and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company Property as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including retain all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partiesrights relating thereto. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At ClosingPurchaser shall pay the title insurance premium for any endorsements to its Title Policy, defined below, for the Property, the Parties costs of any Survey obtained by Purchaser pursuant to Section 9 hereof, and the costs of any Phase I environmental report obtained by Purchaser. Seller shall proratepay for preparation of the deed of transfer, without duplicationall transfer taxes, document stamps and recording costs applicable to the deed of transfer, the premium for Purchaser’s Title Policy, defined below (excluding the premium for any endorsements thereto), and any costs of production of the title search or abstract for the Property. Purchaser shall pay all expenses incident to any financing obtained for the purchase of the Property. All other closing costs shall be borne in accordance with the custom in Monterey County, California. (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items rents and deposits other tenant charges, utilities, and operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs, subject to subsection 6(c) below. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including shall pay to the other whatever amount shall be necessary to compensate for the difference. Purchaser shall receive a credit against the Purchase Price in the amount of all work papers security deposits (together with interest required to be paid thereon) held or required to be held by Seller under the Lease. (c) Nondelinquent rent collected by Seller after Closing attributable to periods from and after Closing shall be promptly remitted to Purchaser. Delinquent rent collected by Seller and Purchaser after the date of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required Closing shall be delivered by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement recipient as follows: Within fifteen (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day periodreceipt thereof, then the Accounting Firm Seller and Purchaser agree that all rent received by Seller or Purchaser shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining applied first to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided tothen current rents, and communications withthen to delinquent rents for periods after Closing and then to delinquent rents for periods prior to Closing. Seller retains the right to pursue tenants for payment of delinquent rent but may not seek to dispossess a tenant, the Accounting Firm, and (ii) no Party (terminate a lease or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which enforce a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partieslandlord lien. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At ClosingPurchaser shall pay the costs of any Survey obtained by Purchaser pursuant to Section 9 hereof, and the costs of any Phase I environmental report and all other inspections and work performed or obtained by or for Purchaser in connection with its inspection of the Property. Seller shall pay for preparation of the grant deed, all documentary or transfer taxes, and recording costs applicable to the grant deed, the Parties premium for Purchaser’s CLTA Title Policy, defined below, and any costs of production of the title search or abstract for the Property. Purchaser shall proratepay all expenses incident to any financing obtained for the purchase of the Property, without duplicationincluding but not limited to any endorsement to the Title Policy or a separate lender’s policy of title insurance required by Purchaser’s lender, the premium for all endorsements to the Title Policy that Purchaser desires to obtain, and, notwithstanding the foregoing or anything herein to the contrary, the increase in the premium for the Title Policy resulting from Purchaser’s election to obtain a 2006 ALTA form policy rather than a CLTA form policy. All other closing costs shall be borne in accordance with the custom in Xxxx County, California. (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items utilities, and deposits operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including shall pay to the other whatever amount shall be necessary to compensate for the difference. Notwithstanding the foregoing, the Lease is intended to “pass through” all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own foregoing costs and expenses incurred to Tenant under this Section 1.4; providedthe Lease, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partiesafter Closing. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At ClosingPurchaser shall pay the cost of its title insurance premium for the Property, the Parties costs of any Survey obtained by Purchaser pursuant to Section 9 hereof, and the costs of any Phase I environmental report obtained by Purchaser. Seller shall proratepay for preparation of the deed of transfer, without duplicationall transfer taxes, document stamps and recording costs applicable to the deed of transfer, and any costs of production of the title search or abstract for the Property. Purchaser shall pay all expenses incident to any financing obtained for the purchase of the Property. All other closing costs shall be borne in accordance with the custom in Manatee County, Florida. (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items rents and deposits other tenant charges, utilities, and operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs, subject to Subsection 6(c) below. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Parties. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an the other whatever amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds necessary to an account designated by compensate for the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Lawdifference.

Costs and Prorations. (a) At ClosingPurchaser shall pay the costs of any Survey obtained by Purchaser pursuant to Section 9 hereof and the costs of any Phase I environmental report obtained by Purchaser. Seller shall pay for preparation of the deed of transfer, all transfer taxes, document stamps and recording costs applicable to the Parties deed of transfer. Purchaser will pay the premium for Purchaser’s Title Policy, as defined below, and any costs of production of the title search or abstract for the Property. Purchaser shall proratepay all expenses incident to any financing obtained for the purchase of the Property. All other closing costs shall be borne in accordance with the custom in Xxxxxx County, without duplication, Oregon. (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items utilities and deposits operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Parties. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to the other whatever amount shall be necessary to compensate for the difference. Purchaser an amount equal to such excess; and (ii) If shall receive a credit against the Purchase Price in the amount of all security deposits (together with interest required to be paid thereon) held or required to be held by Seller under the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax LawLease.

Costs and Prorations. (a) At ClosingPurchaser shall pay the costs of any Survey obtained by Purchaser pursuant to Section 9 hereof, and the Parties costs of any Phase I environmental report and all other -5- (b) The following shall prorate, without duplication, be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items utilities, and deposits operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including shall pay to the other whatever amount shall be necessary to compensate for the difference. Notwithstanding the foregoing, the Lease is intended to “pass through” all work papers of the accountants who auditedforegoing costs and expenses to Tenant, compiled or reviewed such statements or notices (subject which is a wholly owned subsidiary of RTSAB, LLC, under the Lease, after Closing. 7. Conditions Precedent to each Party and its representatives entering into any such access letters required by the other PartyPurchaser’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party Obligations. Seller acknowledges that as a condition precedent to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after SellerPurchaser’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”)obligations hereunder, the Final following shall occur on or before the Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser Date (or any of its Affiliates) or Seller (or earlier date indicated below), any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment conditions may be entered waived by Purchaser in its sole discretion: (a) Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a court having jurisdiction over the party against which such determination is competent licensed environmental engineer satisfactory to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such PartiesPurchaser. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At Closing, the Parties Each party shall prorate, without duplication, as of the Closing Date, the following with respect to the Assets: (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, pay all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits applicable to the operation of the Assets covering periods prior to and after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, and Purchaser shall be credited, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under or to be incurred by it in negotiating and preparing this Section 1.4; providedAgreement and in closing and carrying out the transactions contemplated by this Agreement. At Closing, however, that the Accounting Firm all closing costs shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses be allocated between Purchaser Buyer and Seller in accordance with equal shares. Each party shall be responsible for its own attorneys' fees, consultants' fees, and other professional fees. For purposes of calculating prorations, Buyer shall be deemed to be in title to the percentage that Assets, and therefore entitled to the portion income and responsible for the expenses, for the entire day upon which the Closing occurs. All real estate taxes and any interest on assessments and/or bonds applicable to the Premises, the Assets, or any part thereof, and all personal property taxes applicable to the Assets, if any, shall be prorated based on the most recently available tax information. Buyer shall be responsible for all such taxes and assessments from and after Closing. Buyer shall pay sales and use taxes arising out of the contested amount not awarded to such Parties bears transfer of the Assets. Any refund for real estate taxes or assessments applicable to the amount actually contested by period preceding the Closing, whether paid before or on behalf of such Parties. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant Closing, shall be paid to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 Seller, and contained in the Final Closing Statement; Seller Buyer shall pay to Purchaser an amount equal to such excess; and (ii) If the have no claim or right thereto. The principal amount of any and all assessments and/or bonds which encumber the final Purchase Price as adjusted pursuant to this Section 1.4 and contained Assets or any part thereof shall not be prorated or apportioned but shall be assumed in the Final full by Buyer at Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments without adjustment to the Purchase Price made pursuant to this Section 1.4 Price. All utilities including, without limitation, oil, gas, electricity, water, telephone, cable television, sewer, and refuse collection), and other operating expenses of the Assets, not separately billed by the provider shall be (i) paid by wire transfer of immediately available funds to an account designated prorated based upon actual meter readings by the receiving Party utility company (if metered), upon the monthly or bimonthly statement most recently received by Seller (if charged on a flat-rate monthly or bimonthly basis) or in accordance with standard escrow custom and (ii) treated practice, if not metered or charged on a flat-rate basis. Any refundable utility deposits or deposits under the Premises Lease, NationsBanc Lease, Permits, Contracts or any other leases being approved by Buyer shall be credited to Seller. Fees under service or maintenance contracts to be continued by Buyer after the Closing, if any, shall be prorated as an adjustment of the Purchase Price for applicable tax purposes date on which the Closing occurs. All prorations shall be made in accordance with custom and practice in the County of Santa Xxxxx, except as otherwise expressly provided herein. All items attributable to the extent permitted period up to the date on which the Closing occurs shall be credited to Seller. All items attributable to the period on and after the date on which the Closing occurs shall be credited to Xxxxx. Except as otherwise provided herein, Buyer shall bear all costs of obtaining all consents required of third parties in connection with the purchase and sale of the Assets, the assignment of the NationsBanc Lease, the Premises Lease, and the Permits (including any share of the purchase price claimed by Tax Lawthe Premises landlord to be allocable to the value of the Premises Lease). If any errors or omissions are made regarding adjustments and prorations as set forth above, the parties shall make the appropriate corrections promptly upon the discovery thereof, provided the same is discovered within six (6) months after the Closing. Any error or omission not discovered within that period shall not thereafter be subject to adjustment. The amount necessary to correct any adjustment or proration that is to be corrected hereunder shall be paid in cash to the party entitled thereto. Said six (6) month limitation shall not apply to any real property tax refund relating to the period preceding the Closing, which shall be paid to Seller regardless of when the refund is made.

Costs and Prorations. (a) At ClosingPurchaser shall pay the costs of any Survey obtained by Purchaser pursuant to Section 9 hereof, and the Parties costs of any Phase I environmental report and all other inspections and work performed or obtained by or for Purchaser in connection with its inspection of the Property. Seller shall proratepay for preparation of the grant deed, without duplication, all documentary or transfer -5- (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items utilities, and deposits operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including shall pay to the other whatever amount shall be necessary to compensate for the difference. Notwithstanding the foregoing, the Lease is intended to “pass through” all work papers of the accountants who auditedforegoing costs and expenses to Tenant, compiled or reviewed such statements or notices (subject which is a wholly owned subsidiary of RTSAB, LLC under the Lease, after Closing. 7. Conditions Precedent to each Party and its representatives entering into any such access letters required by the other PartyPurchaser’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party Obligations. Seller acknowledges that as a condition precedent to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after SellerPurchaser’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”)obligations hereunder, the Final following shall occur on or before the Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser Date (or any of its Affiliates) or Seller (or earlier date indicated below), any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment conditions may be entered waived by Purchaser in its sole discretion: (a) Purchaser shall have received a current Phase I environmental assessment satisfactory to Purchaser prepared by a court having jurisdiction over the party against which such determination is competent licensed environmental engineer satisfactory to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such PartiesPurchaser. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At The costs of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall be allocated between Seller and Purchaser as follows: 4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of Seller's leasehold interest in and to the Real Property and the Hospital and the Clinics to Purchaser. 4.02. Purchaser shall pay any sales tax due on the transfer of either Seller's leasehold interest in and to the Leased Personal Property or title to the Owned Personal Property to Purchaser. 4.03. Seller shall pay the base premium for a standard ALTA leasehold title insurance policy for the Hospital in the amount of the Purchase Price, insuring Purchaser's title to the Hospital; Purchaser shall pay the cost of any premiums for extended coverage which Purchaser may elect to secure, including the cost of the ALTA survey required to obtain the same, any lender's coverage which it elects or is required to secure in connection with its acquisition of the Seller's Assets or financing thereof and any title endorsements which it elects to obtain or is required to obtain to satisfy the requirements of its lender. 4.04. Purchaser shall pay the cost of any environmental Phase I assessment of the Seller's Assets which Purchaser elects to secure prior to Closing. 4.05. To the extent Seller is responsible therefor under the terms of the Leases, Real and Personal Property taxes related to the Hospital, the Parties MOB and the Clinics shall prorate, without duplication, be prorated as of the Closing Date, with Seller responsible therefor for the following with respect period prior to the Assets: (i) Solely to Closing Date and with Purchaser responsible therefor for the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits applicable to the operation of the Assets covering periods prior to period from and after the Closing Date, including all utilities (including gas, water and electricity). The Company Purchaser shall pay, or cause receive a credit against the cash due at Closing pursuant to be paid, prior to the Closing, all such amounts Paragraph 2.01 for any taxes for which a xxxx has it is responsible under the terms of the Leases and which are accrued but unpaid as of the Closing Date. Purchaser shall reimburse Seller at Closing for any taxes relating to any period from and after the Closing Date which have been received for which payments are due paid by Seller prior to the Closing Date, . 4.06. Seller and Purchaser shall be credited, each pay their own attorneys fees incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transaction provided for herein. 4.07. Purchaser and Seller shall be debitedshare recording fees related to the recording of any of the conveyancing documents, such as the Lease Assignment Agreement or an amendment to the Memoranda of Lease if the same appear of record with respect to any or all of the Leases, and any escrow fees on a 50-50 basis. 4.08. Seller shall pay the cost of obtaining and recording any releases necessary to deliver title to the Seller's Assets in accordance with the terms of this Agreement. 4.09. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Leases as a condition to securing consent to an amount equal assignment thereof which are necessary to all utility charges for secure the period from consent of the last day covered lessors under the Leases. 4.10. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth in Exhibit 4.10 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act"). 4.11. Seller shall pay the cost of any such xxxx until repairs or renovations or other work to the Closing Date if such utilities will continue physical plant of the Hospital or the Clinics required to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall payundertaken by the State of California in connection with any change of ownership surveys which it may elect to conduct as a condition to its review and, or cause to be paidif applicable, when due all amounts due thereunder prior to approval of the Closing Date. For such amounts due on or after transaction which is the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share subject of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaserthis Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the extent funds physical plant of the facilities which are availablethe subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such amounts costs in excess of the Licensure Cost Cap; and provided, further, that Purchaser shall first be paid from have the Escrow Fundright to pay such costs in excess of the Licensure Cost Cap in lieu of permitting Seller to terminate this Agreement. 4.12. Percentage rents based on advertising revenues Purchaser shall pay any filing or licensure fees due in connection with the submission of any licensure or Medicare certification applications which it is required to file in order to secure the approval of the State of California of the transaction which is the subject of this Agreement under applicable licensure and/or certification laws governing the operation of the Hospital and the Clinics, as well as the fees and expenses of Xxxxx Xxxxxx Xxxxxxxx or any other legal counsel retained or utilized by Purchaser to assist it with such matters. 4.13. Purchaser shall reimburse Seller at Closing for periods including days both before any prepaid expenses and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for deposits which relate to the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. 4.14. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of that Amended and Restated Credit Agreement dated September 26, 1995 between Seller and NationsBank of Texas, N.A. (v) The the "Seller's Credit Agreement"), as a condition to securing consent to the sale of the Seller's Assets and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Credit Agreement dated December 28, 1995 between Regency Health Services, Inc. and NationsBank of Texas, N.A. 4.15. Seller and Purchaser acknowledge and agree that the purchase price reflects a credit against the Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect and that, in consideration therefor, Purchaser has agreed to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties assume responsibility for the Company’s account). (b) completion of those repairs described in Exhibit 4.15 which Seller has preparedagreed with Marin Health Care Associates Limited Partnership, in good faith, as a closing statement (condition to securing the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior consent thereof to the date of this Agreementtransaction provided for herein. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made Accordingly from and after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Date Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, have no further obligations or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time responsibility with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partiescompletion thereof. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At ClosingPurchaser shall pay the costs of any Survey obtained by Purchaser pursuant to Section 9 hereof, the Parties costs of any Phase I environmental report obtained by Purchaser, all expenses incident to any financing obtained for the purchase of the Property, one half (1/2) of the cost of any closing or escrow fee charged by Title Company, and the premium for Purchaser’s Title Policy. Seller shall proratepay for the preparation and recording of the deed of transfer, without duplicationthe documentary stamp or transfer taxes and one half (1/2) of the cost of any closing or escrow fee charged by Title Company. All other closing costs shall be borne in accordance with the custom in Xxxxxx County, Florida with respect to commercial real estate sales. (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes and current installments of special assessments levied or assessed constituting a lien against the Property for the year in which the Closing occurs and all other unpaid assessments with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items utilities, and deposits operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including shall pay to the other whatever amount shall be necessary to compensate for the difference. Notwithstanding the foregoing, the Lease is intended to “pass through” all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own foregoing costs and expenses incurred to Seller, as tenant under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Parties. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At ClosingPurchaser shall pay the costs of any Survey obtained by Purchaser pursuant to Section 9 hereof, and the costs of any Phase I environmental report and all other inspections and work performed or obtained by or for Purchaser in connection with its inspection of the Property. Seller shall pay for preparation of the grant deed, all documentary or transfer taxes, and recording costs applicable to the grant deed, the Parties premium for Purchaser’s CLTA Title Policy, defined below, and any costs of production of the title search or abstract for the Property. Purchaser shall proratepay all expenses incident to any financing obtained for the purchase of the Property, without duplicationincluding but not limited to any endorsement to the Title Policy or a separate lender’s policy of title insurance required by Purchaser’s lender, the premium for all endorsements to the Title Policy that Purchaser desires to obtain, and, notwithstanding the foregoing or anything herein to the contrary, the increase in the premium for the Title Policy resulting from Purchaser’s 001/16597.001/EscrowPhase1/PSA5.1(hhb) election to obtain a 2006 ALTA form policy rather than a CLTA form policy. All other closing costs shall be borne in accordance with the custom in Xxxx County, California. (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items utilities, and deposits operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including shall pay to the other whatever amount shall be necessary to compensate for the difference. Notwithstanding the foregoing, the Lease is intended to “pass through” all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own foregoing costs and expenses incurred to Tenant under this Section 1.4; providedthe Lease, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partiesafter Closing. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At ClosingAll rents, deposits, taxes, utilities and other payments by or actually to Seller relating to the Parties Property shall prorate, without duplication, be prorated as of the midnight preceding the Closing Dateon either a 365-day year or a 30-day month, whichever is most convenient for Escrow Holder. It is agreed that since Seller is obligated to pay all real estate taxes during the following with respect to the Assets: (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year term of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits applicable to the operation of the Assets covering periods prior to and after the Closing DateLease, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, and Purchaser there shall be creditedno proration at Closing for real estate taxes for 2006 or 2007 and such taxes shall be paid by Seller as tenant before the due date and in the manner provided for in the Lease. Any security deposits, cleaning deposits, and/or prepaid rents actually held by Seller and not applied shall be credited to Buyer. Seller shall be debited, with an amount equal to all utility charges responsible for paying the premium for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata standard portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; Title Policy, and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price Buyer shall be increased responsible for paying any costs associated with any extended ALTA Title Policy requested by any amounts posted as security deposit by CCOI or for the benefit of Buyer or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) other endorsements. If Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters is required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party Title Company to arrive at obtain a final determination new Survey of the amounts set forth Property in order to issue the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery Title Policy without any survey objections, the costs of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) new Survey shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end responsibility of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries)Seller. Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser Buyer and Seller shall each pay their own one-half (1/2) of any Escrow fees. Documentary transfer taxes, conveyance taxes and/or any sales taxes, as well as all recording fees or charges for the deed or release of existing mortgages or liens, are also the responsibility of Seller. All other costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm not specifically allocated herein shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller be paid in accordance with the percentage that the portion custom of the contested amount not awarded to such Parties bears to County in which the amount actually contested by or on behalf of such Parties. (d) Within five (5) Business Days after the Final Closing Statement Property is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; located. Seller shall pay to Purchaser an amount a real estate commission equal to such excess; and four percent (ii4%) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes Price, payable one half (1/2) to the extent permitted by Tax LawBuyer’s agent, Xxx XxXxxxx and Xxxxx Xxxxxx of GVA Xxxxxx Xxxxxxxx (“Buyer’s Broker”), and one half (1/2) to Seller’s agent Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxx of GVA Xxxxxxxx (“Seller’s Broker”).

Costs and Prorations. (a) At All revenues and expenses, including but not limited to, the following apportionments, shall be made between the parties at the Closing as of 12:01 a.m. on the Closing Date: personal property taxes, municipal assessments, real estate taxes and assessments, water rates and charges, fuel and other utility charges and sewer taxes and rents, if any, and any other items that reasonably require apportionment in accordance with local custom and practice to effectuate the transactions contemplated hereby. (b) Apportionment of real property taxes, water rates and charges, sewer taxes and rents and other similar items shall be made on the basis of the fiscal year for which assessed. If the Closing Date occurs before the real property taxes, water rates and charges, sewer taxes and rents or similar items with respect to the Real Property and Improvements are finally fixed for the fiscal year in which the Closing occurs, then the apportionments thereof made at the Closing shall be made on the basis of the real property taxes, water rates and charges, sewer taxes and rents or other similar items, as the case may be, for the preceding fiscal year applied to the latest assessed valuation. After the real property taxes, water rates and charges, sewer taxes and rents or similar items, as the case may be, are finally fixed for the fiscal year in which the Closing occurs, Seller and Purchaser shall make a recalculation of the apportionment thereof based on the amounts finally fixed for the fiscal year in which the Closing occurs, and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other party based on such recalculation. Seller or its representatives shall have the right (x) at any time before the Closing, to institute tax reduction or other proceedings to reduce the Parties assessed valuation of the Real Property and Improvements (“Tax Proceedings”) with respect to the period ending at the end of the fiscal year in which the Closing occurs, or (y) to continue, after the Closing, any such Tax Proceeding commenced by Seller prior to the Closing, provided that such Tax Proceeding shall proratenot be finally settled by Seller without the prior consent of Purchaser, which consent shall not be unreasonably withheld. If Purchaser, at any time following the Closing, shall institute any Tax Proceedings with respect to the period ending at the end of the fiscal year in which the Closing occurs, such Tax Proceeding shall not be finally settled by Purchaser without duplicationthe prior consent of Seller, which consent shall not be unreasonably withheld. If any refund of any real property tax, water rates and charges, sewer taxes and rents or similar items is issued after the Closing Date for any period including the period prior to the Closing Date, such refund shall be applied as follows: first, to the cost incurred in obtaining such refund; and second, the balance of such refund, if any, shall be apportioned between Seller, for the period prior to the Closing Date, and Purchaser, for the period from and after the Closing Date. (c) If, on the Closing Date, the following with respect to the Assets: (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) Real Property or Section 1.4(a)(iv) below, all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits applicable to the operation of the Assets covering periods prior to and after the Closing Date, including all utilities (including gas, water and electricity). The Company shall payImprovements, or cause to be paidany part thereof, prior to the Closingis affected by any real property tax or other municipal assessments, all then Seller shall pay such amounts for which a xxxx has been received for which payments assessments; provided, however, that if such assessments are payable in installments, then Seller shall pay such installments due prior to the Closing Date, and Purchaser shall be credited, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any pay such xxxx until installments due after the Closing Date if such utilities will continue to be receivedDate. (iiid) Amounts The amount of any unpaid taxes, assessments, water rates and charges, sewer taxes and rents and any other similar items which Seller is obligated to pay and discharge with respect to the Real Property and Improvements, with interest and penalties thereon to the Closing Date, may, at the option of Seller, be paid out of the Purchase Price, provided that reasonable evidence of such charges or current bills are furnished by Seller at the Closing. Purchaser, if request is made at least two (2) business days prior to the date scheduled for the Closing, shall provide Seller at the Closing with separate wire transfers of immediately available federal funds and/or certified and/or official bank checks drawn on, or by, a commercial bank that is a member of the New York Clearinghouse Association, payable under Leases as directed by Seller, in an aggregate amount not exceeding the balance of the Purchase Price due to Seller at the Closing, to facilitate the satisfaction of any of the aforesaid taxes, assessments, water rates and Permits charges, sewer taxes and rents and other Assets similar items and any interest and penalties thereon to the Closing Date. Without limiting the foregoing, Seller is solely obligated to pay and discharge any of the aforesaid taxes, assessments, water rates and charges, sewer taxes and rents and other similar items affecting the Real Property and Improvements with all interest and penalties thereon that are due and payable or delinquent as of the Closing Date, subject to apportionment as herein provided. (e) If there is a water meter or submeter on the Property, Seller shall attempt to obtain recent meter readings prior to the date scheduled for the Closing, and apportionment at the Closing shall be prorated based on an accrual basisthe last available reading, subject to adjustment after the Closing when the next reading is available. The Company net amount thereof shall pay, or cause either be (x) paid by Purchaser to be paid, when due all amounts due thereunder Seller by Federal Reserve wire transfer of immediately available funds to a bank account designated by Seller at least two (2) Business Days prior to the Closing Date. For such amounts due , or (y) credited by Seller against the Purchase Price. (f) Purchaser shall reimburse Seller on or after the Closing Date for the cost of all fuel oil owned by Seller and reflected located in the tanks at the Property as of the Closing Date. The amount of fuel oil shall be reasonably estimated by a representative of Seller or the fuel oil supplier, and the price to be paid therefor is to be the then prevailing price charged by the fuel oil supplier who supplied the same to the Premises (plus all applicable taxes thereon and shipping charges). (g) Seller shall be entitled to the return of any deposit(s) posted by it with any utility company and Seller shall pay all charges and notify each utility company serving the Property to terminate Seller’s account, effective as of the Closing Date. Seller shall secure cutoff readings for all utilities as of the Closing Date. To the extent that such cutoff readings are not available, at Closing the cost of such utilities shall be apportioned between the parties as of the Closing Date on the basis of the most recent actual (not estimated) xxxx for such service, and, after Closing, upon determination of the final meter readings shall be readjusted based on same as of the Closing Statement or the Final Closing Statement, Date. Purchaser shall be credited, responsible for causing such utilities and Seller shall services to be debited, for Seller’s prorated share changed to its name as of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue liable for the period upon which the percentage rents are based by applying the average monthly revenue and shall pay all utility bills for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (vh) The Purchase Price Any other costs and charges of closing this transaction not specifically mentioned in this Agreement shall be increased by paid and adjusted in accordance with local custom in the commercial real estate market in which the Property is located. (i) Seller and Purchaser shall adjust any amounts posted apportionments made under this Article VIII after the Closing to account for errors or incorrect estimates made as security deposit by CCOI or any of its Affiliates with respect the Closing Date (it being agreed that the parties’ aforesaid agreement to any Assumed Contract make such adjustments shall survive the Closing for a period of six (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account6) months). (bj) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day period, then the Accounting Firm shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided to, and communications with, the Accounting Firm, and (ii) no Party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Parties. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) provisions of this Section 1.4: (i) If 8.5 shall survive the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax LawClosing.

Costs and Prorations. (a) At ClosingPurchaser shall pay the title insurance premium for any endorsements to its Title Policy, defined below, for the Property, the Parties costs of the Survey obtained by Purchaser pursuant to Section 9 hereof, and the costs of any Phase I environmental report obtained by Purchaser. Seller shall proratepay for preparation of the deed of transfer, without duplicationall transfer taxes, document stamps and recording costs applicable to the deed of transfer, the premium for Purchaser’s Title Policy (excluding the premium for any endorsements thereto), and any costs of production of the title search or abstract for the Property. Purchaser shall pay all expenses incident to any financing obtained for the purchase of the Property. All other closing costs shall be borne in accordance with the custom in Monterey County, California. (b) The following shall be prorated between the parties as of the Closing Date, the following with respect to the Assets: : (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and current installments of special all other unpaid assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. thereto, and (ii) All prepaid items rents and deposits other tenant charges, utilities, and operating expenses for the Property for the calendar month (or other applicable period if such rents or other tenant charges are not paid monthly) in which Closing occurs, subject to subsection 6(c) below. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the operation other party a detailed report of the Assets covering periods prior to and exact determination so made. Within thirty (30) days after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, both Seller and Purchaser shall be creditedhave received such report, Seller and Purchaser shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account). (b) Seller has prepared, in good faith, a closing statement (the “Closing Statement”) consistent with the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner in which the contents of the Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available information, subject to additional adjustment among the Parties after Closing upon receipt of definitive information or final bills; provided, however, that no such adjustments will be made after the Closing Statement becomes final pursuant to Section 1.4(c). (c) As soon as practicable after the Closing (but in any event within ninety (90) days after the Closing), Seller shall deliver a final Closing Statement (the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide to the other Party, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, or any component thereof or information contained or referred to therein, as the case may be, including shall pay to the other whatever amount shall be necessary to compensate for the difference. Purchaser shall receive a credit against the Purchase Price in the amount of all work papers security deposits (together with interest required to be paid thereon) held or required to be held by Seller under the Lease. (c) Nondelinquent rent collected by Seller after Closing attributable to periods from and after Closing shall be promptly remitted to Purchaser. Delinquent rent collected by Seller and Purchaser after the date of the accountants who audited, compiled or reviewed such statements or notices (subject to each Party and its representatives entering into any such access letters required Closing shall be delivered by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement recipient as follows: Within fifteen (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day periodreceipt thereof, then the Accounting Firm Seller and Purchaser agree that all rent received by Seller or Purchaser shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining applied first to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided tothen current rents, and communications withthen to delinquent rents for periods after Closing and then to delinquent rents for periods prior to Closing. Seller retains the right to pursue tenants for payment of delinquent rent but may not seek to dispossess a tenant, the Accounting Firm, and (ii) no Party (terminate a lease or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which enforce a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partieslandlord lien. (d) Within five (5) Business Days after the Final Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement; Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount of the final Purchase Price as adjusted pursuant to this Section 1.4 and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments to the Purchase Price made pursuant to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Law.

Costs and Prorations. (a) At Closing, the Parties Purchaser shall prorate, without duplication, as of the Closing Date, the following with respect to the Assets: (i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, pay for all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis. (ii) All prepaid items and deposits recording costs applicable to the operation deed of transfer, the premium for extended or additional coverage or endorsements to the Title Policy to be delivered at Closing pursuant to Section 6(c) hereof and the premium for any lender’s title policy, the costs of any Phase I environmental report, property condition assessment, appraisal, and other third party reports obtained by Purchaser for its due diligence. Seller shall pay for preparation of the Assets covering periods prior deed of transfer, all transfer taxes applicable to and after the Closing Datedeed of transfer, including all utilities (including gasthe costs of production of the title search or abstract, water and electricity). The Company shall pay, or cause the premium for the Title Policy to be paid, prior delivered at Closing pursuant to Section 6(c) hereof and the Closing, all such amounts for which a xxxx has been received for which payments are due prior Survey required pursuant to the Closing Date, and Section 8 hereof. Each party shall pay its own attorney’s fees. Purchaser shall be credited, and Seller shall be debited, with an amount equal pay all expenses incident to all utility charges any financing obtained for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received. (iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Closing Date and perpetual easements shall not be prorated. (iv) The Purchase Price shall be decreased by: (a) the pro rata portion purchase of the amount of any remaining balance at the Closing Date of credits for advertisements received prior to the Closing Date or other credits due advertisers from Seller or the Company as of the Closing Date; and (b) pre-billed and/or pre-collected accounts receivable items actually collected and for which outdoor advertising services are to be rendered after the Closing Date. (v) The Purchase Price shall be increased by any amounts posted as security deposit by CCOI or any of its Affiliates with respect to any Assumed Contract (which deposits are not being refunded to CCOI or its Affiliates but rather being retained by the counterparties for the Company’s account)Property. (b) Seller has prepared, The following shall be prorated between the parties as of the Closing Date as defined in good faith, Section 7: (i) ad valorem property taxes constituting a closing statement (lien against the “Closing Statement”) consistent with Property for the foregoing and otherwise consistent with this Agreement and has delivered it, along with reasonably detailed information showing the manner year in which the contents of Closing occurs and all other unpaid assessments with respect thereto, and (ii) rents and other tenant charges, utilities, and operating expenses for the Property for the calendar month in which Closing Statement were calculated, to Purchaser prior to the date of this Agreement. In preparing the Closing Statement, Seller used the best available informationoccurs, subject to additional adjustment among subsections 6(c) and 6(d) below. If applicable, percentage rent attributable to sales at the Parties after Property for the year in which Closing upon receipt occurs shall be prorated on a straight line basis for the year in which Closing occurs based on the number of definitive information or final bills; provided, however, that no such adjustments will be made after days Seller and Purchaser each own the Property in the year in which the Closing Statement becomes final pursuant occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to Section 1.4(c). the other party a detailed report of the exact determination so made. Within thirty (c) As soon as practicable after the Closing (but in any event within ninety (9030) days after the Closing)both Seller and Purchaser shall have received such report, Seller and Purchaser shall deliver a final Closing Statement (adjust the “Final Closing Statement”) to Purchaser, which Final Closing Statement shall set forth (among the other information described above) the amount of actual Closing Date Indebtedness. Each Party shall provide amounts apportioned pursuant to the other Partyestimates made at Closing to reflect the exact determinations contained in the report, reasonable access at reasonable times to the books and records of such Party and to appropriate employees and representatives (including independent accountants) as such other Party shall reasonably request in connection with the preparation and review of the Final Closing Statement, Seller or any component thereof or information contained or referred to thereinPurchaser, as the case may be, including shall pay to the other whatever amount shall be necessary to compensate for the difference. Purchaser shall receive a credit against the Purchase Price in the amount of all work papers security deposits (together with interest required to be paid thereon) held or required to be held by Seller under the Leases. Purchaser shall have no rights to any of Seller’s utility deposits for the Property, and Seller shall be entitled to seek a refund of the accountants who audited, compiled or reviewed such statements or notices same. (subject c) Nondelinquent rent collected by Seller after Closing attributable to each Party periods from and its representatives entering into any such access letters required after Closing shall be promptly remitted to Purchaser. Delinquent rent collected by Seller and Purchaser after the date of Closing shall be delivered by the other Party’s accountants in connection herewith), and shall otherwise cooperate reasonably and in good faith with such other Party to arrive at a final determination of the amounts set forth in the Final Closing Statement. Unless Purchaser notifies Seller in writing within 15 days after Seller’s delivery of the Final Closing Statement of any objection to the matters set forth in the Final Closing Statement recipient as follows: Within fifteen (the “Notice of Objection”), the Final Closing Statement shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. If Purchaser provides the Notice of Objection to Seller within such 15-day period, Purchaser and Seller shall, during the 30-day period following Seller’s receipt of the Notice of Objection, attempt in good faith to resolve Purchaser’s objections. If Purchaser and Seller are unable to resolve all such objections within such 30-day period, the matters remaining in dispute that were properly included in the Notice of Objection (the “Unresolved Items”) shall be submitted to a nationally recognized independent public accounting firm mutually acceptable to the Parties (the “Accounting Firm”), which Accounting Firm shall resolve such matters; provided that if Purchaser and Seller are unable to agree upon such firm within ten days after the end of such 30-day periodreceipt thereof, then the Accounting Firm Seller and Purchaser agree that all rent received by Seller or Purchaser shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates including iHeartMedia, Inc. or any of its Subsidiaries). Each Party shall furnish the Accounting Firm such work papers and other documents and information pertaining applied first to the Unresolved Items still in dispute as the Accounting Firm may reasonably request and shall be afforded an opportunity to discuss such Unresolved Items with the Accounting Firm at such hearing as the Accounting Firm shall request or permit; provided, that (i) each Party shall provide the other Party with a copy of all materials provided tothen current rents, and communications withthen to delinquent rents for periods after Closing and then to delinquent rents for periods prior to Closing. Seller retains the right to pursue tenants for payment of delinquent rent but may not seek to dispossess a tenant, the Accounting Firm, and (ii) no Party (terminate a lease or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Accounting Firm at any time with respect to the Unresolved Items. The Accounting Firm shall only resolve the Unresolved Items. The resolution of the Unresolved Items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which enforce a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 1.4; provided, however, that the Accounting Firm shall allocate, and Purchaser and Seller shall pay, its fees, costs and expenses between Purchaser and Seller in accordance with the percentage that the portion of the contested amount not awarded to such Parties bears to the amount actually contested by or on behalf of such Partieslandlord lien. (d) Within five Seller, as landlord under the Leases, is currently collecting from tenants additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses incurred by Seller in connection with the ownership, operation, maintenance and management of the Property (5) Business Days after such expenses, collectively “Expenses” and such collections, collectively “Collections”). Non delinquent Collections for the Final month in which Closing Statement is finalized pursuant to clause (c) of this Section 1.4: (i) If the Closing Consideration delivered on the Closing Date exceeds the final Purchase Price as adjusted pursuant to this Section 1.4 and contained occurs shall be prorated in the Final same manner as other rents as set forth above. Subsequent to Closing Statement; Purchaser shall calculate adjustments for Expenses incurred and Collections received for the year of Closing and shall prepare and present to Seller shall pay to Purchaser an amount equal to such excess; and (ii) If the amount a calculation of the final Purchase Price as adjusted pursuant Collections received and Expenses incurred by each of Seller and Purchaser attributable to this Section 1.4 each party’s period of ownership. The parties shall make the appropriate adjusting payment between them within 30 days after presentment to Seller of Purchaser’s calculation. Either party may inspect the other’s books and contained in the Final Closing Statement exceeds Closing Consideration delivered on the Closing Date; Purchaser shall pay Seller an amount equal to such excess. Any amount paid with respect to final adjustments records related to the Purchase Price made pursuant Property to this Section 1.4 shall be (i) paid by wire transfer of immediately available funds to an account designated by confirm the receiving Party and (ii) treated as an adjustment of the Purchase Price for applicable tax purposes to the extent permitted by Tax Lawcalculation.